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Managerial Voting Rights and Seasoned Public Equity Issues

Journal of Financial and Quantitative Analysis 1994 29(3), 445
This paper examines the relation between changes in firm value associated with public equityissue announcements and management ownership, nonmanagement large block ownership, institutional ownership, information variables, and leverage. A significant negative relationis found between the ratio of announcement period abnormal returns to changes in management ownership and the level of management ownership. This result is consistent with Stulz (1988) who predicts that firm value increases at a decreasing rate as management control of voting rights increases. This finding is also consistent with improvements in alignment of interests, where such improvements diminish as management becomes entrenched. The announcement period abnormal returns appear to be unrelated to outside blockholdings (large block ownership or institutional holdings), information variables, or leverage.

On the compensation implications of commercial bank entry into investment banking

Journal of Banking & Finance 1999 23(8), 1261-1276
We provide evidence regarding the extent to which commercial banking organizations that have entered investment banking have adopted pay-performance compensation systems that are like those used by investment banks. We find that pay-performance sensitivities for these banks once they begin securities underwriting are very similar to the sensitivities for commercial banks that have chosen not to enter investment banking. We also find that pay-performance sensitivities for both types of commercial banks are less than for investment banks.

The Valuation Effects of Private Placements of Convertible Debt

Journal of Finance 1991 46(5), 1925-1932
Share price reactions to announcements of 61 private placements of convertible debt securities are investigated and a significant positive average abnormal return of 1.80% is documented. This unique result contrasts with the negative average abnormal return associated with public sales of convertible debt securities. The positive effect on common shareholders' wealth appears to be related to the relative size of the private issue and unrelated to the degree to which the convertible bond is “out‐of‐the‐money” at issuance.

Are corporate governance and bank monitoring substitutes: Evidence from the perceived value of bank loans

Journal of Corporate Finance 2008 14(4), 475-483
We extend the literature regarding the importance of corporate governance and bank monitoring by examining the association between loan announcement wealth effects and the corporate governance characteristics of the borrowers. Using a sample of over 800 commercial loan announcements over a period of more than 20 years we find that loan announcements are more likely to have positive wealth effects for firms with weak internal corporate governance. However, we also find that this relation between perceived bank monitoring and board independence and incentive-based pay exists only for firms with weak external governance, specifically the market for corporate control.

The interaction among multiple governance mechanisms in young newly public firms

Journal of Corporate Finance 2006 12(3), 449-466
We focus on the relations among inside ownership, board composition, unaffiliated block ownership, and compensation structure for a sample of firms following their IPOs. Specifically, we follow firms for up to eleven years after their IPOs and examine the full sample and subsamples of firms that survive, are acquired, or that file for bankruptcy during the sample period. We find that as CEO ownership declines, board independence, board seats held by venture capitalists, and unaffiliated block ownership increase. Our findings suggest that as inside ownership decreases alternative governance mechanisms evolve to help mitigate the resulting increase in agency costs. Interestingly, the associations between CEO ownership, the fraction of venture capital board membership, and unaffiliated block ownership exist only for firms that survive over the eleven-year sample period.

Board quality and the cost of debt capital: The case of bank loans

Journal of Banking & Finance 2012 36(5), 1536-1547
We analyze the relation between comprehensive measures of board quality and the cost as well as the non-price terms of bank loans. We show that firms that have higher quality boards with a greater advisory presence borrow at lower interest rates. This relation exists even after controlling for ownership structure, CEO compensation policy, and shareholder protection, as well as the size and financial characteristics of the borrower and of the loan. We also show evidence that board quality and other governance characteristics influence the likelihood that loans have covenant requirements, but the relations differ by covenant type. When we combine the direct and indirect costs of bank loans we find that firms with large, independent, experienced, and diverse boards and lower institutional ownership borrow more cheaply. Overall, the evidence indicates that board quality impacts the cost of bank debt.

Bidder returns in bancassurance mergers: Is there evidence of synergy?

Journal of Banking & Finance 2007 31(12), 3646-3662
We provide evidence on the potential for bidder wealth gains in bancassurance mergers by examining a sample of such mergers in the United States and abroad. These combinations are expected to produce positive wealth gains if there are synergies between these two types of financial firms. We find positive bidder wealth effects that are significantly related to economies of scale (as measured by the size of the target relative to the bidder), potential economies of scope, and the locations of the bidders and targets. These results suggest that the bancassurance architectural structure for financial firms does offer some benefits and thus may become more prominent in future years.